Company announcement no.3/2010, June 3, 2010
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA
Chr. Hansen sets a price of DKK 90 per share for its Initial Public Offering
Chr. Hansen Holding A/S (“Chr. Hansen”, or the “Company”), a global supplier of
bioscience-based ingredients to the food, health and animal feed industries,
today announces an offer price of DKK 90 per share in respect of its Initial
Public Offering (“IPO”, or the “Offering”) of new and existing shares (“Offer
Shares”). Admission to trading and official listing on NASDAQ OMX Copenhagen
will take place today, June 3, 2010, under the symbol “CHR”.
Summary of the Offering
- Despite volatile markets, the Offering has attracted strong demand from
Danish and international institutional investors, as well as from Danish retail
investors
- The price of DKK 90 per Offer Share gives Chr. Hansen a market capitalisation
of DKK 12,423 million
- The Offering (prior to any exercise of the over-allotment option) totals DKK
5,019 million, with a free float of 38.3%. If the over-allotment option is
exercised in full the Offering size will be DKK 5,521 million, with a free
float of 42.3%
- Based on a price of DKK 90, 37,209,000 new shares will be issued by the
Company, raising net proceeds of approximately DKK 3,152 million. Additionally,
18,561,732 existing shares will be sold by Financière Star 1 S.A. (the “Selling
Shareholder”)
- The Selling Shareholder has granted the Joint Global Coordinators (on behalf
of the Managers) an over-allotment option over a further 5,577,074 existing
shares with a value of DKK 501.9 million at the offer price, which is
exercisable in whole or in part up to July 3, 2010
- Further details may be found in appendix 1 (“Pricing Statement”)
The Offering was met with substantial interest from Danish retail and Danish
and international institutional investors. The retail offering was closed after
five days. Approximately 5,000 investors have been allocated shares in
Chr. Hansen. Approximately 10% of the Offering (6.1m Offer Shares) were sold to
retail investors in Denmark, with the remaining shares being allocated to
Danish and international institutional investors.
The Selling Shareholder will hold 82,263,488 shares, comprising 59.6% of the
Company's share capital following completion of the Offering, or 76,686,414
shares comprising 55.6% of the Company's share capital if the over-allotment
option is fully exercised.
Admission to trading and official listing on NASDAQ OMX Copenhagen will take
place today. The Company's ticker is CHR. The Company's shares have the ISIN
code DK0060227585.
A total of 2,894,034 existing shares have been allocated to the Company in
order to deliver shares pursuant to the Company's management incentive programs
and a total of 64,441 existing shares have been allocated to members of Chr.
Hansen's Board of Directors to purchase at the offer price in connection with
the Offering.
In respect of orders for amounts of up to DKK 3 million, reductions have been
made mathematically as follows:
- Orders for up to and including 555 shares, corresponding to DKK 49,950, have
been allocated in full;
- Orders for up to and including 5,555 shares, corresponding to DKK 499,950,
have been allocated 555 shares and 60% of the remaining order;
- Orders for more than 5,555 shares have been allocated 3,555 shares and 30% of
the remaining order above 5,555 shares.
Allocations in respect of orders for amounts of up to DKK 3 million have been
rounded up to the nearest whole number of shares.
In respect of orders for amounts of more than DKK 3 million, individual
allocations will be made by the Selling Shareholder and the Company's Board of
Directors, following consultation with the Joint Bookrunners.
The Offer Shares are expected to be delivered on or about June 8, 2010 (the
“Closing Date”) against payment in immediately available funds in Danish
kroner. The Offer Shares will be delivered in book-entry form on the Closing
Date to
investors' accounts with VP Securities and through the facilities of Euroclear
Bank, S.A./N.V. and Clearstream Banking S.A.
Credit Suisse Securities (Europe) Ltd and J.P. Morgan Securities Ltd. are
acting as Joint Global Coordinators, while Credit Suisse, Danske Markets
(Division of Danske Bank A/S), J.P. Morgan, Morgan Stanley & Co. International
plc and SEB Enskilda (part of Skandinaviska Enskilda Banken AB (publ)) are
acting as Joint Bookrunners and Carnegie Bank A/S and Crédit Agricole Corporate
and Investment Bank are acting as Co-Lead Managers.
Lars Frederiksen, CEO of Chr. Hansen commented:
“We are very pleased with the substantial interest we have received from retail
and institutional investors in Denmark and institutional investors
internationally, particularly in light of the recent market turbulence. We see
this as a strong sign of confidence in our business model and our plans for the
next phase of growth. We are delighted to welcome the approximately 5,000 new
shareholders, and are at the same time pleased to be able to continue the
successful collaboration with PAI partners who have retained a considerable
stake in the company.”
Frédéric Stévenin, Partner at PAI partners, commented:
“We are delighted with the outcome achieved today, confirming what has long been
our belief, that Chr. Hansen is an attractive proposition for investors. Working
closely with the management, we have built a dynamic, market leading business
that has significant growth potential. We believe that Chr. Hansen has a strong
future ahead of it as a publicly listed company and will be retaining a
significant stake in the business going forward.”
For further information, please contact:
Ole Andersen, Chairman
Tel: +45 4574 7623
Lars Frederiksen, CEO
Tel: +45 4574 7474
Ulrik R. Søndergaard, Corporate Communications
Tel: +45 4574 7109
About Chr. Hansen
Chr. Hansen is a global bioscience company that develops natural ingredient
solutions for the food, nutritional, pharmaceutical and agricultural industries.
All solutions are based on strong research and development competencies and
significant technology investments. The company enjoys market leadership in all
its divisions: Cultures & Enzymes, Health & Nutrition and Colors & Blends. There
are more than 2,200 dedicated employees in over 30 countries. For further
information, please visit www.chr-hansen.com.
DISCLAIMER
The securities being offered have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "U.S. Securities Act")
or any U.S. state securities laws, and may not be offered or sold in the United
States absent registration or any applicable exemption from the registration
requirement of the U.S. Securities Act and applicable U.S. state securities
laws.
This release shall not constitute an offer to sell, or the solicitation of an
offer to buy securities in the United States. The information contained herein
does not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the securities referred to herein in the United
States or any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any jurisdiction.
No public offer of securities is made outside of Denmark. Any offer of
securities that may be deemed to be made pursuant to this communication in any
EEA Member State that has implemented Directive 2003/71/EC (together with any
applicable implementing measures in any Member State, the "Prospectus
Directive") is only addressed to and is only directed at qualified investors in
that Member State within the meaning of the Prospectus Directive.
These materials are only being distributed to and are only directed at (i)
persons who are outside the United Kingdom, subject to applicable laws or (ii)
persons who have professional experience in matters relating to investments
falling within the definition of "investment professionals" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"), and (iii) high net worth entities, and other persons to whom it
may lawfully be communicated, falling within Article 49(2) of the Order (all
such persons together being referred to as "relevant persons"). Any investment
or investment activity to which these materials relate will only be available to
and will only be engaged with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its contents.
This announcement may contain forward-looking statements including statements
pertaining to the timing of the Offering, the exercise of the over-allotment
option, the settlement and delivery of the Offer Shares, the growth prospects of
the Company, the Company's collaboration with PAI partners, the Selling
Shareholder‘s ownership interest in the Company, the first day of trading and
the capital structure of the Company upon completion of the Offering. These
statements are based on current expectations that involve a number of risks and
uncertainties which could cause actual results to differ from those anticipated.
A number of factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking statements
including, without limitation: conditions in the markets; the financial
position, cash flows and liquidity of the Company; changing business or other
market conditions; and general economic conditions. These and other factors
could adversely affect the outcome and financial effects of the plans and events
described in the documents or other information contained herein.
Forward-looking statements contained in the documents or other information
contained herein based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the future. Save
as required by law, the Company does not undertake any obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. You should not place undue reliance on
forward-looking statements, which are applicable only as at the date they are
made.
Chr. Hansen sets a price of DKK 90 per share for its Initial Public Offering
| Quelle: Chr. Hansen Holding A/S